EXHIBIT 10.86
COLLATERAL ASSIGNMENT OF LEASES AND RENTS
THIS ASSIGNMENT OF LEASES AND RENTS (hereinafter referred to as this
"Assignment"), is made and entered into by Sugarloaf Mountain Corporation, a
Maine corporation with a mailing address of c/o American Skiing Company, X.X.
Xxx 000, Xxxxxx, Xxxxx 00000 (hereinafter referred to as "Borrower"), to Fleet
National Bank, as Agent for itself and the other Lenders party to the Credit
Agreement (as defined herein) with a mailing address of Xxx Xxxxxxx Xxxxxx,
Xxxxxx, XX 00000 (hereinafter referred to as "Assignee").
WITNESSETH:
THAT FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars
($10.00) and other good and valuable considerations, the receipt and sufficiency
whereof are hereby acknowledged, and in order to secure the Obligations as
hereinafter set forth, Borrower does hereby grant, transfer and assign to
Assignee, its successors, successors-in-title and assigns, all of Borrower's
right, title and interest in, to and under any and
A. All leases, tenancies, agreements or licenses, written or oral, now
existing or hereafter entered into by Borrower as "landlord", "lessor" or
"licensor", for the use or occupancy of all or any portion of the Borrower's
property (hereinafter referred to as the "Property") located on or about
Franklin County, Maine, including, without limitation, the premises more
particularly described in Exhibit A attached hereto and by this reference made a
part hereof, including any and all extensions, renewals and modifications
thereof and guaranties of the performance or obligations of any tenants, lessees
or licensees thereunder (said leases, tenancies, agreements and licenses are
hereinafter referred to collectively as the "Leases," and said tenants, lessees
and licensees are hereinafter referred to collectively as "Tenants" or
individually as a "Tenant" as the context requires), which Leases include those
certain leases more particularly described in Exhibit B attached hereto and by
this reference made a part hereof, together with all of Borrower's right, title
and interest in and to all payments, rents, issues and profits from the Leases
and from the Property, and all fees, charges, accounts or other payments for the
use or occupancy of rooms and other public facilities in hotels, motels or other
lodging properties located on the Property, including without limitation, all
income, fees, charges, revenues, receipts, fees, payments, rentals, rights,
contracts, leases, tenancies, rents, agreements, licenses, general intangibles,
cash collateral, accounts and accounts receivable, or other payments, whether
written or oral, now existing or hereafter arising or entered into by Borrower
as "operator", "landlord", "lessor" or "licensor" or otherwise, arising out of
or relating in any way to Borrower's hotel, motel, lodging, restaurant, and/or
conference center business or otherwise arising out of or relating to the
operation, use, lease, and/or occupancy of all or any portion of the Property,
and all room, restaurant, banquet, recreational, parking and other facilities
located on the Property.
B. All rights, privileges and benefits now existing or hereafter arising
under the Leases, including, without limitation, all rights to exercise options
to extend or renew the
Leases or to purchase the Property and appurtenances thereto, and all rights to
insurance proceeds, eminent domain awards or payments in lieu thereof; and
C. All rights of the Borrower in and to the fixtures, improvements,
alterations, or additions now or hereafter erected on the Property; and
D. All subleases of the Property or any portion thereof, and all monies,
rents, incomes, cash collateral as that term is defined in the U.S. Bankruptcy
Code (Title 11 of United States Code) and profits from the Property or subleases
thereof and rights derived therefrom all whether now existing or hereafter
arising, provided that the Borrower shall not sublease the Premises or any
portion thereof without Assignee's prior written consent except in the ordinary
course of business.
TO HAVE AND TO HOLD unto Assignee, its successors and assigns forever,
subject to and upon the terms and conditions set forth herein.
This Assignment is made for the purpose of securing:
(a) The full and prompt payment and performance when due, whether by
acceleration or otherwise, with such interest, commitment fees, prepayment fees
and other charges may accrue thereon, either before or after maturity thereof,
by Borrower, its successors or assigns, and/or American Skiing Company and the
other Borrowers named in the Credit Agreement and their respective successors or
assigns (together with the Borrower, are collectively referred to herein as the
"Borrowers") of that certain Credit Agreement dated as of June 28, 1996,
together with any and all renewals, amendments, modifications, consolidations
and extensions thereof (the "Credit Agreement"), TOGETHER WITH accompanying
Revolving Credit Notes and Swing Line Notes dated as of June 28, 1996 in the
principal face amount of up to SIXTY FIVE MILLION DOLLARS ($65,000,000.00), all
together with any amendments renewals, modifications, consolidations and
extensions of the foregoing (all collectively the "Notes");
(b) Any and all future advances made by Assignee to or for the benefit of
the Borrower, Borrowers or any one or more of them, whether jointly or severally
liable, direct or indirect, up to a maximum principal amount outstanding from
time to time (exclusive of costs and amounts advanced to protect the security)
of up to ONE HUNDRED MILLION DOLLARS ($100,000,000.00) together with interest,
fees, costs, prepayment fees, and other amounts now existing or hereafter
arising:
(c) The full and prompt payment and performance of all of the provisions,
agreements, covenants and obligations set forth in this Assignment (the
"Assignment") the mortgage granted to the Assignee encumbering the Property (the
"Mortgage") or in any other Lender Agreement (as defined in the Credit
Agreement);
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(d) Any and all additional advances made to preserve, enforce and protect
the Property, the Leases, the security interest created hereby on the Property,
or this Agreement and the Lender Agreements, including, without limitation,
taxes, assessments or insurance premiums or for performance of any of the
Borrowers obligations under the Lender Agreements or for any other purpose
(whether or not the original Borrower remains the owner of the Property at the
time of such advances); and
(e) Any and all other indebtedness, however incurred, which may now or
hereafter be due and owing from Borrowers or any one or more of them, whether
joint or several, to Lenders, now existing or hereafter coming into existence,
however and whenever incurred or evidenced, whether expressed or implied, direct
or indirect, absolute or contingent, or due or to become due, and all renewals,
modifications, consolidations and extensions thereof.
(all collectively the "Obligations")
As further security for the Obligations and the full and prompt payment
and performance of any and all obligations of Borrower to Assignee under the
Lender Agreements, Borrower hereby assigns to Assignee any awards or payments
which may be made in respect of Borrower's interest in any of the Leases in any
bankruptcy, insolvency or reorganization proceedings in any state or federal
court. Borrower hereby appoints Assignee as its attorney-in-fact to appear in
any such proceeding and/or to collect any such award or payment.
ARTICLE I - WARRANTIES AND COVENANTS
1.01 Representations and Warranties of Borrower. Borrower hereby represents and
warrants as follows:
(a) Borrower is the sole and absolute owner of the entire landlord's
or lessor's interest in the leases and said rents, issues and profits;
(b) Borrower has made no prior assignment of any of the Leases or
with respect to any of said rents, issues or profits which has not been
terminated;
(c) Borrower has neither done any act nor omitted to do any act
which might prevent Assignee from, or limit Assignee in, acting under any of the
provisions of this Assignment;
(d) Neither the execution and delivery of this Assignment or any of
the Leases, the performance of each and every covenant of Borrower under this
Assignment and the Leases, nor the meeting of each and every condition contained
in this Assignment, conflicts with, or constitutes a breach or default under,
any agreement, indenture or other
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instrument to which Borrower is a party, or any law, ordinance, administrative
regulation or court decree which is applicable to Borrower;
(e) No action has been brought or, so far as is known to Borrower,
is threatened, which would interfere in any way with the right of Borrower to
execute this Assignment and perform all of Borrower's obligations contained in
this Assignment and in the Leases;
(f) Correct and complete copies of all material Leases and all
material amendments, exhibits, addenda and schedules thereto have been
heretofore delivered by Borrower to Assignee;
(g) The Leases existing as of the date of this Assignment were duly
executed and delivered, pursuant to authority legally adequate therefor, are now
in full force and effect, and are the legal, valid and binding obligations of
the parties thereto, enforceable in accordance with their terms; and
(h) No material default exists on the part of Borrower in the
fulfillment, performance or observance of any of the terms, conditions or
covenants of landlord or lessor contained in any of the Leases, and, to the best
of Borrower's knowledge, no material default exists on the part of any Tenant in
the fulfillment, performance or observance of any of the terms, conditions or
covenants of tenant or lessee contained in any of the Leases.
1.02 Covenants of Borrower. Borrower hereby covenants and agrees as
follows:
(a) Borrower shall (i) fulfill, perform and observe each and every
material term, condition and covenant of landlord or lessor contained in each of
the Leases; (ii) give prompt notice to Assignee of any claim of default under
any of the Leases, whether given by the Tenant to Borrower, or given by Borrower
to the Tenant, together with a complete copy of any such notice; (iii) at no
cost or expense to Assignee, enforce, short of termination, the performance and
observance of each and every material term, condition and covenant of each of
the Leases to be performed or observed by the Tenant thereunder; and (iv) appear
in and defend any action arising out of, or in any manner connected with, any of
the Leases, or the obligations or liabilities of Borrower as the landlord or
lessor thereunder, or of the Tenant or any guarantor thereunder;
(b) Borrower shall not, without the prior written consent of
Assignee, (i) permit the prepayment of any rents under any of the Leases for
more than one (1) month prior to the accrual thereof; or (ii) assign its
interest in, to or under any of the Leases or the rents, issues and profits from
any of the Leases or from the Property to any person or entity other than
Assignee;
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(c) Borrower shall not, without the prior written consent of
Assignee, except where doing so would not result in a Material Adverse Effect
(as defined in the Credit Agreement) (i) enter into any new Lease of all or any
part of the Property; (ii) materially modify any of the Leases; (iii) terminate
the term or accept the surrender of any of the Leases; (iv) waive or release the
Tenant from the performance or observation by the Tenant of any obligation or
condition of any of the Leases; (v) give any consent to any assignment or
sublease by the Tenant under any of the Leases; (vi) agree to subordinate any of
the Leases to any mortgage or other encumbrance; or (viii) modify the terms of
any guaranty of any of the Leases, or terminate any such guaranty;
(d) Borrower does hereby authorize and empower Assignee to collect
all rents, issues and profits arising or accruing under the Leases or from the
Property as they become due, and does hereby irrevocably authorize and direct,
each and every present and future Tenant of the whole or any part of the
Property, upon receipt of written notice from Assignee, to pay all rents, issues
and profits thereafter arising or accruing under the Leases or from the Property
to Assignee and to continue to do so until otherwise notified by Assignee, and
Borrower agrees that each and every Tenant shall have the right to rely upon
such notice by Assignee without any obligation or right to inquire as to whether
any Event of Default exists and notwithstanding any notice or claim of Borrower
to the contrary, and that Borrower shall have no right or claim against any
Tenant for any rents paid by such Tenant to Assignee following receipt of such
notice.
(e) Borrower does hereby agree that Assignee shall have the right to
the appointment of a receiver to collect all rents, issues and profits and to
carry out any other actions which Assignee has the right to carry out under the
terms of this Assignment.
1.03 Covenants of Assignee. Assignee hereby covenants and agrees with
Borrower as follows:
(a) Although this Assignment constitutes a present, current and
absolute assignment of all Leases and all rents, issues and profits from the
Property, so long as no Event of Default has occurred which has not been waived
in writing by the Assignee and the Required Lenders (as defined in the Credit
Agreement), Assignee shall not demand that such rents, issues and profits be
paid directly to Assignee, and Borrower shall have the right to collect, but not
more than one (1) month prior to accrual, all such rents, issues and profits
from the Property (including, but not by way of limitation, all rents payable
under the Leases), provided, however, that Borrower shall collect and receive
all such rents, issues and profits from the Property as trustee for the benefit
of Assignee, and shall apply such rents, issues and profits so collected to the
Obligations, to the extent then due, with the balance, so long as no Event of
Default has occurred which has not been waived in writing by the Assignee and
the Required Lenders, to the account of Borrower; and
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(b) Upon the payment in full of the Obligations, as evidenced by the
recording or filing of an instrument of satisfaction or full release of the
Mortgage without the recording of another mortgage in favor of Assignee
affecting the Property, this Assignment shall be terminated and released of
record by Assignee and shall thereupon be of no further force or effect.
ARTICLE II - DEFAULT
2.01 Event of Default. The term "Event of Default," wherever used in this
Assignment, shall mean any one or more of the following conditions or events:
(a) An Event of Default under the Credit Agreement; or
(b) Failure by Borrower to observe, perform or discharge any
obligation, covenant, condition or agreement contained in paragraph 1.02(b) or
(c) of this Assignment; or
(c) Failure by Borrower to observe, perform or discharge any
obligation, covenant, condition or agreement of this Assignment and the
continuance of such failure for a period of fifteen (15) days after written
notice thereof from Assignee; or
(d) Any representation or warranty of Borrower in this Assignment
shall prove to have been false or incorrect in any material respect upon the
date when made.
2.02 Remedies. Upon the occurrence of any Event of Default which has not
been waived in writing by the Assignee and the Required Lenders, Assignee may at
its option, with or without notice or demand of any kind (except as may be
provided herein or in any of the Lender Agreements), and without waiving such
Event of Default, exercise any or all of the following rights and remedies:
(a) Either with or without entry or taking possession of the
Property, give or require Borrower to give notice to any or all Tenants under
the Leases authorizing and directing such Tenants to pay all rents, issues and
profits and any other sums due under their Leases directly to Assignee, and
collect and receive all rents, issues and profits and other sums due under the
Leases with respect to which such notice is given;
(b) Either with or without entry or taking possession of the
Property, perform any and all obligations of Borrower under any or all of the
Leases or this Assignment and exercise any and all rights of Borrower herein or
therein as fully as Borrower itself could do, including, without limiting the
generality of the foregoing, enforcing, modifying, extending or terminating any
or all of the Leases, collecting, modifying, compromising, waiving or increasing
any or all of the rents payable thereunder, and obtaining new Tenants and
entering into new Leases on the Property on any terms and
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conditions deemed desirable by Assignee, and, to the extent Assignee shall incur
any costs in connection with the performance of any such obligations of
Borrower, including costs of litigation, then all such costs shall become a part
of the Obligations, shall bear interest from the incurring thereof at the
default interest rate specified in the Notes, and shall be due and payable on
demand;
(c) Either with or without entry or taking possession of the
Property, in Borrower's or Assignee's name, institute any legal or equitable
action which Assignee in its sole discretion deems desirable to collect and
receive any or all of the rents, issues and profits assigned herein or to evict
or remove any Tenants;
(d) Enter upon, take possession of, and use and operate all or any
portion of the Property which Assignee in its sole discretion deems desirable to
effectuate any or all of the foregoing remedies, with full power to make
alterations, renovations, repairs or replacements thereto.
Assignee shall have full right to exercise any or all of the foregoing
remedies and rights without regard to the adequacy of security for any or all of
the Obligations, and with or without the commencement of any legal or equitable
action or the appointment of any receiver or trustee.
2.03 Application of Rents. All rents, issues and profits and any other
sums due under the Leases and with respect to the Property which are collected
by Assignee shall be applied by Assignee in such order as Assignee in its sole
discretion may elect against: (i) all actual costs and expenses, including
reasonable attorneys' fees, incurred in connection with the operation of the
Property, the performance of Borrower's obligations under the Leases or the
collection of the rents thereunder; (ii) all actual costs and expenses,
including reasonable attorneys' fees, incurred in the collection of any of all
of the Obligations, including all costs, expenses and attorneys' fees incurred
in seeking to realize on or to protect or preserve Assignees interest in any
other collateral securing any or all of the Obligations; (iii) any or all unpaid
principal of and interest on the Obligations; and (iv) upon payment in full of
the Obligations, the balance, if any, shall be paid to the Assignor.
2.04 No Liability of Assignee. Assignee shall not be obligated to perform
or discharge, nor does Assignee hereby undertake to perform or discharge, any
obligation, duty or liability of Borrower under any of the Leases or under or by
reason of this Assignment, except those arising from and after Assignee takes
possession of the Property after an Event of Default. Prior to Assignee taking
possession of the Property after an Event of Default, this Assignment shall not
operate to place upon Assignee responsibility for the control, care, management
or repair of the Property, nor for the carrying out of any of the terms and
conditions of any of the Leases, nor shall it operate to make Assignee
responsible or liable for any waste committed on the Property, for any dangerous
or defective condition of the Property, or for any negligence in the management,
upkeep, repair or control of the Property
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resulting in loss or injury or death to any person. Assignee shall not be liable
for any loss sustained by Borrower resulting from Assignee's failure to let the
Property after taking possession of the Property after an Event of Default,
unless such loss is caused by the willful misconduct or gross negligence of
Assignee.
2.05 Indemnification. Borrower shall and does hereby agree to indemnify
and to hold Lenders harmless of and from any and all claims, demands, liability,
loss or damage (including all costs, expenses, and reasonable attorneys' fees
incurred in the defense thereof) asserted against, imposed on or incurred by
Lenders in connection with or as a result of this Assignment or the exercise of
any rights or remedies under this Assignment or under any of the Leases or by
reason of any alleged obligations or undertakings of Lenders to perform or
discharge any of the terms, covenants or agreements contained in any of the
Leases; provided, however, that nothing herein shall be construed to obligate
Borrower to indemnify and hold Lenders harmless from and against any and all
claims, demands, liability, loss or damage enacted against, imposed on or
incurred by Lenders by reason of Lender's willful misconduct or gross
negligence. Should Lenders incur any such liability, loss or damage, or in the
defense of any such claims or demands, for which it is to be indemnified by
Borrower as aforesaid, the amount thereof shall be added to the Obligations,
shall bear interest at the default rate specified in the Note from the date
incurred until paid, shall be secured by this Assignment, the Mortgage and the
other Lender Agreements, and shall be payable immediately upon demand.
ARTICLE III - GENERAL PROVISIONS
3.01 Successors and Assigns. This Assignment shall inure to the benefit of
and be binding upon Borrower and Assignee and their respective heirs, executors,
legal representatives, successors and assigns (but in the case of assigns of
Borrower, only if and to the extent that Assignee has consented in writing to
Borrower's assignment of its rights or obligations hereunder to such assigns).
Whenever a reference is made in this Assignment to "Borrower" or "Assignee",
such reference shall be deemed to include a reference to the heirs, executors,
legal representatives, successors and assigns of Borrower or Assignee.
3.02 Assignee's Rights of Assignment; Rights of Assignees. Assignee may
assign to any subsequent holder of the Note or the Mortgage, or to any person
acquiring title to the Property, all of Assignee's right, title and interest in
any of the Leases and rents, issues and profits from the Property. No such
assignee shall have any liability for any obligation which accrued under any of
the Leases prior to the assignment to such assignee nor shall such assignee have
any obligation to account to Borrower for any rental payments which accrued
prior to such assignment. After Borrower's right, title and interest in the
Property has been foreclosed or otherwise terminated, no assignee of Borrower's
interest in the Leases shall be liable to account to Borrower for any rents,
issues or profits thereafter accruing.
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3.03 Terminology. All personal pronouns used in this Assignment, whether
used in the masculine, feminine or neuter gender, shall include all other
genders, and the singular shall include the plural, and vice versa. Titles of
Articles are for convenience only and neither limit nor amplify the provisions
of this Assignment.
3.04 Severability. If any provision of this Assignment or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Assignment and the application of such provisions
to other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
3.05 Applicable Law. This Assignment shall be interpreted, construed and
enforced according to the laws of the State of Maine.
3.06 No Third Party Beneficiaries. This Assignment is made solely for the
benefit of Assignee and its assigns. No Tenant under any of the Leases nor any
other person shall have standing to bring any action against Assignee as the
result of this Assignment, or to assume that Assignee will exercise any remedies
provided herein, and no person other than Assignee shall under any circumstances
be deemed to be a beneficiary of any provision of this Assignment.
3.07 No Oral Modifications. Neither this Assignment nor any provisions
hereof may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought.
3.08 Cumulative Remedies. The remedies herein provided shall be in
addition to and not in substitution for the rights and remedies vested in
Assignee in any of the Lender Agreements or in law or equity, all of which
rights and remedies are specifically reserved by Assignee. The remedies herein
provided or otherwise available to Assignee shall be cumulative and may be
exercised concurrently. The failure to exercise any of the remedies herein
provided shall not constitute a waiver thereof, nor shall use of any of the
remedies herein provided prevent the subsequent or concurrent resort to any
other remedy or remedies. It is intended that this clause shall be broadly
construed so that all remedies herein provided or otherwise available to
Assignee shall continue and be each and all available to Assignee until the
Obligations shall have been paid in full.
3.09 Counterparts. This Assignment may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument, and any of the parties or signatories hereto may execute this
Assignment by signing any such counterpart.
3.10 Further Assurance. At any time and from time to time, upon request by
Assignee, Borrower will make, execute and deliver, or cause to be made, executed
and
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delivered, to Assignee and, where appropriate, cause to be recorded and/or filed
and from time to time thereafter to be re-recorded and/or refiled at such time
and in such offices and places as shall be deemed desirable by Assignee, any and
all such other and further assignments, deeds to secure debt, mortgages, deeds
of trust, security agreements, financing statements, continuation statements,
instruments of further assurance, certificates and other documents as may, in
the opinion of Assignee, be necessary or desirable in order to effectuate,
complete, or perfect, or to continue and preserve (a) the obligations of
Borrower under this Assignment and (b) the security interest created by this
Assignment as a first and prior security interest upon the Leases and the rents,
issues and profits from the Property. Upon any failure by Borrower so to do,
Assignee may make, execute, record, file, re-record and/or refile any and all
such assignments, deeds to secure debt, mortgages, deeds of trust, security
agreements, instruments, certificates, and documents for and in the name of
Borrower, and Borrower hereby irrevocably appoints Assignee the agent and
attorney-in-fact of Borrower so to do.
3.11 Notices. Any and all notices, elections, demands or requests provided
for or permitted to be given pursuant to this Assignment (hereinafter in this
paragraph 3.12 referred to as "Notice") shall be given in accordance with the
provisions of the Credit Agreement.
3.12 Modifications, Etc. Borrower hereby consents and agrees that Assignee
may at any time and from time to time, without notice to or further consent from
Borrower, either with or without consideration, surrender any property or other
security of any kind or nature whatsoever held by it or by any person, firm or
corporation on its behalf or for its account, securing the Obligations;
substitute for any collateral so held by it, other collateral of like kind, or
of any kind; agree to modification of the terms of the Notes or the Lender
Agreements; extend or renew the Notes or any of the Lender Agreements for any
period; grant releases, compromises and indulgences with respect to the Notes or
the Lender Agreements to any persons or entities now or hereafter liable
thereunder or hereunder; release any guarantor or endorser of the Notes, the
Mortgage, the Credit Agreement, or any other Lender Agreements; or take or fail
to take any action of any type whatsoever; and no such action which Assignee
shall take or fail to take in connection with the Lender Agreements, or any of
them, or any security for the payment of the Obligations or for the performance
of any obligations or undertakings of Borrower, nor any course of dealing with
Borrower or any other person, shall release Borrower's obligations hereunder,
affect this Assignment in any way or afford Borrower any recourse against
Assignee. The provisions of this Assignment shall extend and be applicable to
all renewals, amendments, extensions, consolidations and modifications of the
Lender Agreements and the Leases, and any and all references herein to the
Lender Agreements or the Leases shall be deemed to include any such renewals,
amendments, extensions, consolidations or modifications thereof.
3.13 Collateral Agent/Administration. The Lenders have authorized Assignee
to act as Agent as attorney in fact for the Lenders in order to represent and
act on behalf of the Lenders in the administration, enforcement, collection, and
foreclosure of this Assignment
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and the Lender Agreements, with the specific right and authority to execute
releases, discharges, partial releases, joinders, and consents hereunder in the
name of and on behalf of the Lender. This power of attorney and the authority
conferred thereby shall remain in effect until written notice to the contrary is
recorded in the Registry in which this Assignment is recorded. No person dealing
with Assignee shall be required to inquire further as to the scope of said
authority until and unless such notice is recorded.
The relationship between Assignee in its capacity as collateral agent to
the Lenders is and shall be that of agent and principal only, and nothing
contained in this Assignment or any of the other Lender Agreements shall be
construed to constitute a trust for or to establish any confidential or
fiduciary relationship with respect to any Lender or Borrower.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, Borrower has executed this Collateral Assignment under
seal, as of August 27, 1996.
SUGARLOAF MOUNTAIN CORPORATION
/s/ [Illegible] By: /s/ Xxxxxx X. Xxxxxxxxxx
---------------------------- -------------------------------
Witness Name: Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
STATE OF MAINE
Cumberland, ss August 27, 1996
Personally appeared the within named Xxxxxx X. Xxxxxxxxxx, as Treasurer of
Sugarloaf Mountain Corporation, and acknowledged the above instrument to be his
free act and deed and the free act and deed of said Corporation.
Before me,
/s/ Xxxxxx X. Xxxxxxx, Xx.
-------------------------------
Maine Attorney
Print Name: Xxxxxx X. Xxxxxxx, Xx.
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